William
Sullivan, 10 Market Street, #773 Camana Bay Grand Cayman, KY1-9006 CAYMAN ISLANDS, 345-640-3300
If the filing person has previously filed a statement
on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e),
240.13d-1(f) or 240.13d-1(g), check the following box. ¨
The information required on the remainder of this
cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act")
or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however,
see the Notes).
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CUSIP No. 415033104
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13D/A
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Page
2
of
7
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1.
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NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
EASTERN CAPITAL LIMITED
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a) ¨
(b) ¨
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3.
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SEC USE ONLY
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4.
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SOURCE OF FUNDS (see instructions)
WC
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5.
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
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6.
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CITIZENSHIP OR PLACE OF ORGANIZATION
CAYMAN ISLANDS
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7.
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SOLE VOTING POWER
-0-
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8.
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SHARED VOTING POWER
45,744,000
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9.
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SOLE DISPOSITIVE POWER
-0-
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10.
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SHARED DISPOSITIVE POWER
45,744,000
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11.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
45,744,000
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12.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(see instructions) ¨
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13.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
39.6%
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14.
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TYPE OF REPORTING PERSON (see instructions)
CO
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CUSIP No. 415033104
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13D/A
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Page
3
of
7
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1.
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NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
PORTFOLIO SERVICES LTD.
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a) ¨
(b) ¨
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3.
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SEC USE ONLY
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4.
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SOURCE OF FUNDS (see instructions)
OO
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5.
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
¨
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6.
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CITIZENSHIP OR PLACE OF ORGANIZATION
CAYMAN ISLANDS
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7.
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SOLE VOTING POWER
-0-
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8.
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SHARED VOTING POWER
45,744,000
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9.
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SOLE DISPOSITIVE POWER
-0-
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10.
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SHARED DISPOSITIVE POWER
45,744,000
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11.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
45,744,000
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12.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(see instructions) ¨
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13.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
39.6%
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14.
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TYPE OF REPORTING PERSON (see instructions)
CO
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CUSIP No. 415033104
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13D/A
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Page
4
of
7
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1.
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NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
KENNETH B. DART
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a) ¨
(b) ¨
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3.
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SEC USE ONLY
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4.
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SOURCE OF FUNDS (see instructions)
OO
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5.
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
¨
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6.
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CITIZENSHIP OR PLACE OF ORGANIZATION
CAYMAN ISLANDS
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7.
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SOLE VOTING POWER
-0-
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8.
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SHARED VOTING POWER
45,744,000
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9.
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SOLE DISPOSITIVE POWER
-0-
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10.
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SHARED DISPOSITIVE POWER
45,744,000
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11.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
45,744,000
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12.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(see instructions) ¨
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13.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
39.6%
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14.
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TYPE OF REPORTING PERSON (see instructions)
IN
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CUSIP No. 415033104
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13D/A
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Page
5
of
7
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Item 1. Security and Issuer.
This Amendment No. 9 to Schedule
13D relates to the common stock of iBio, Inc. (the “Issuer”), whose principal executive offices are located at 600
Madison Avenue, Suite 1601, NY 10022-1737 United States.
Item 2. Identity
and Background.
This Amendment No. 9 to Schedule
13D is being filed by Eastern Capital Limited, Portfolio Services Ltd. and Kenneth B. Dart (collectively, the “Reporting
Persons”).
Eastern Capital Limited, 10 Market
Street #773, Camana Bay, Grand Cayman, KY1-9006, Cayman Islands, a Cayman Islands corporation, is an investment entity that owns
the shares of the Issuer’s common stock reported in this Schedule 13D/A. Kenneth B. Dart, Mark R. VanDevelde, Sharon M. Cornwell,
and Alasdair J. Foster, are directors of Eastern Capital Limited.
Portfolio Services Ltd., 10 Market
Street #773, Camana Bay, Grand Cayman, KY1-9006, Cayman Islands, a Cayman Islands corporation, is a holding company which owns
all of the outstanding stock of Eastern Capital Limited. Kenneth B. Dart and Mark R. VanDevelde are directors of Portfolio Services
Ltd.
Kenneth B. Dart, P. O. Box 31300
SMB, Grand Cayman, Cayman Islands, a British Overseas Territory Citizen / Cayman Islands and businessman, is the beneficial owner
of all of the outstanding stock of Portfolio Services Ltd.
Mark R. VanDevelde, 10 Market Street
#771, Camana Bay, Grand Cayman, KY1-9006, Cayman Islands, a British Overseas Territory Citizen / Cayman Islands, is the Chief Executive
Officer of Dart Enterprises Ltd., Grand Cayman, Cayman Islands.
Alasdair J. Foster, 10 Market Street
#251, Camana Bay, Grand Cayman, KY1-9006, Cayman Islands, British Citizen, is President of the Active Investments of Dart Enterprises
Ltd., Grand Cayman, Cayman Islands.
Sharon M. Cornwell, 10 Market Street
#773, Camana Bay, Grand Cayman, KY1-9006, Cayman Islands, United States citizen, is an Executive Vice President of Dart Management
Services Ltd., Grand Cayman, Cayman Islands.
In the last five years, none of
the persons listed above have been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
In the last five years, none of the
persons listed above was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction.
Item 3. Source or
Amount of Funds or Other Consideration.
The source of funds used to acquire
the shares of the Issuer’s common stock was the working capital of Eastern Capital Limited.
Item 4. Purpose of Transaction.
Upon the invitation of the Board
of Directors of the Issuer, Eastern Capital Limited acquired 12,000,000 shares of common stock of the Issuer at a price of $0.20
per share on November 30
th
, 2017, in an underwritten public offering for a total of 22,500,000 shares of common stock
of the Issuer (the “Offering”).
The Reporting Persons currently
have no plans or proposals which relate to or would result in any transaction, event or action enumerated in paragraph (a) through
(j) of Item 4 of Schedule 13D.
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CUSIP No. 415033104
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13D/A
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Page
6
of
7
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Item 5. Interest in Securities of the
Issuer.
Item
5(a)–(b)
Eastern Capital Limited beneficially
owns 45,744,000
shares of the Issuer’s common stock, representing 39.6% of the Issuer’s outstanding common stock.
Eastern Capital Limited has shared voting and dispositive power of the shares it beneficially owns with its parent, Portfolio Services
Ltd. and Kenneth B. Dart.
Portfolio Services Ltd., as the
owner of all of the outstanding shares of Eastern Capital Limited, indirectly beneficially owns 45,744,000
shares of the
Issuer’s common stock, representing 39.6% of the Issuer’s outstanding common stock. Portfolio Services Ltd. has shared
voting and dispositive power of the shares it beneficially owns.
Item
5(a)–(b)
As a result of Kenneth B. Dart’s ownership of
all of the outstanding shares of Portfolio Services Ltd., he indirectly beneficially owns 45,744,000
shares of the Issuer’s
common stock, representing 39.6% of the Issuer’s outstanding common stock. Kenneth B. Dart has shared voting and dispositive
power of the shares he beneficially owns.
Item 5(c)
The disclosure in Item 4 above
is incorporated by reference herein.
Items 5(d) and (e) - Not applicable
Item 6. Contracts,
Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
In connection with the Offering,
Eastern Capital Limited (“Eastern”) entered into an agreement with respect to the shares of the Issuer’s
common stock (the “Lock Up Agreement”). Pursuant to the Lock-Up Agreement, Eastern has agreed not to, except in limited
circumstances, offer, sell, contract to sell, pledge, transfer, assign or otherwise dispose of, or engage in swap or similar transactions
with respect to shares of the Issuer’s common stock, beginning on November 29th, 2017, and ending on, and including, the
date that is ninety (90) days after the date of the final prospectus relating to the Offering.
The preceding description of the
Lock-Up Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Lock-Up
Agreement, Incorporated herein by reference to Exhibit A of Exhibit 1.1 to the Issuer’s Form 8-K filed with the U.S. Securities
and Exchange Commission on December 1, 2017.
Item 7. Material to Be Filed as Exhibits.
Exhibit 1 – Joint Filing Agreement
Exhibit 2 – Lock-Up Agreement dated
November 29
th
, 2017, between Eastern Capital Limited and the Aegis Capital Corp, (Incorporated herein by reference to
Exhibit A of Exhibit 1.1 to the Issuer’s Form 8-K filed with the U.S. Securities and Exchange Commission on December 1, 2017)
CUSIP No. 415033104
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13D/A
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Page
7
of
7
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SIGNATURE
After reasonable inquiry and
to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Eastern Capital Limited
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12/04/2017
Date
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/s/
Kenneth B. Dart
Signature
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Kenneth
B. Dart, Director
Name/Title
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Portfolio Services Ltd.
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12/04/2017
Date
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/s/
Kenneth B. Dart
Signature
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Kenneth
B. Dart, Director
Name/Title
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Kenneth B. Dart
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12/04/2017
Date
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/s/
Kenneth B. Dart
Signature
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Kenneth
B. Dart
Name/Title
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